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          Pursuant to the Company's Amended and Restated Special Incentive Plan,
each nonemployee director of the Company automatically receives, following
initial appointment or election to the Board of Directors, a grant of options to
purchase 20,000 shares of the Company's Common Stock at the fair market value on
the date of the grant.  Each such option is exercisable in  three equal annual
installments after the date of the grant.

          In November 1993, Peter M. Holt and Zapata entered into a three-year
Consulting Agreement pursuant to which Zapata agreed to pay Mr. Holt an annual
consulting fee of $200,000 for the first year, $150,000 for the second year and
$130,000 for the third year.  Pursuant to the Consulting Agreement, during the
first 18 months of its term, Mr. Holt served in the capacity of Chairman and
Chief Executive Officer of the divisions or subsidiaries of the Company engaged
in the natural gas compression business, and had the title of Chairman and Chief
Executive Officer. The Consulting Agreement provided that, commencing in May
1995 and for the remaining 18 months of the term of the Consulting Agreement,
Mr. Holt would serve as Chairman of such divisions or subsidiaries.  Mr. Holt
also served as the Chief Executive Officer of such divisions or subsidiaries.
In November 1995, Mr. Holt resigned from the Board of Directors of the Company
and from all of his management and board positions with affiliates of the
Company, thereby terminating the Company's remaining obligations under the
Consulting Agreement.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

          For the fiscal year ended September 30, 1995, the Compensation
Committee of the Board of Directors (the "Committee") was initially comprised of
Malcolm I. Glazer, Avram A. Glazer, Peter M. Holt, Daniel P. Whitty and Ronald
C. Lassiter (as a nonvoting member).  Mr. Whitty served on the Committee until
his resignation from the Board of Directors in November 1994.  Mr. M. Glazer
resigned from the Committee on December 29, 1994 and was replaced by Myrl S.
Gelb, who served on the committee from that date until his resignation from the
Board of Directors in May 1995.  Mr. Robert V. Leffler, Jr. became a member of
the Committee in May 1995.  Mr. Lassiter became a voting member of the Committee
in September 1995.  Mr. Holt's membership on the Committee ceased when he
resigned from the Board in November 1995.  Mr. A. Glazer resigned from the
Committee in January 1996.  Committee members M. Glazer, A. Glazer, Holt and
Lassiter were officers of the Company (or one or more of its subsidiaries)
during the fiscal year ended September 30, 1995.

          In November 1993, the Company purchased the natural gas compression
business of Energy Industries for an aggregate of $74 million in cash and
2,700,000 shares of the Company's Common Stock. At the time of the acquisition,
Mr. Holt was the chief executive officer of Energy Industries, as well as its
majority shareholder. In fiscal 1995, the Company made indemnification claims
against Mr. Holt and the other sellers aggregating approximately $7 million
under the purchase agreement relating to the Company's acquisition of Energy
Industries. As of January 26, 1996, such claims remained unresolved. In
connection with the acquisition of Energy Industries, the Company entered into a
three-year noncompetition agreement and a three-year Consulting Agreement with
Mr. Holt. These agreements were not affected by the Energy Industries Sale.
However, as a result of Mr. Holt's resignation in November 1995, the Company's
obligations under the Consulting Agreement were terminated. See "Compensation of
Directors," above.

          During fiscal 1995, Energy Industries purchased Caterpillar engines
and parts from Holt Company of Texas, a corporation owned by Mr. Holt, for
consideration totalling $10.4 million.  At September 30, 1995, Energy Industries
owed $326,000 related to these purchases.  The Company believes that such
payments are comparable to those that would have been made to nonaffiliated
entities for comparable products.

          For information on a lawsuit filed by Mr. Holt against the Company,
see, Part I, Item 3. "Legal Proceedings," above.

          On February 14, 1995, the Company entered into a stock purchase
agreement with ZP Acquisition Corp. ("ZP") for the sale of Zapata Protein, Inc.
R. C. Lassiter held an ownership interest in ZP, which

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